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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 OR 15d-16 of
the Securities Exchange Act of 1934
August 12, 1998
Astra AB
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(Translation of Registrant's Name Into English)
Astra Aktiebolag
S-151 85 Sodertalje
Sweden
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(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
FORM 20-F X FORM 40-F
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(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
YES NO X
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-____________)
Enclosures: Certain agreements and other documents, as described herein
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As previously announced, on July 1, 1998, Astra AB (the "Registrant")
and Merck & Co., Inc. ("Merck") completed the restructuring (the
"Restructuring") of Astra Merck Inc. ("AMI"), formerly a 50-50 joint venture
between the Registrant and Merck, and the contribution of the businesses of AMI
and Astra USA, Inc., a wholly-owned subsidiary of the Registrant, to a Delaware
limited partnership controlled by the Registrant. The Registrant is filing this
Report of Foreign Private Issuer on Form 6-K in order to file with the
Securities and Exchange Commission (the "Commission") as exhibits hereto
certain agreements and other documents executed in connection with the
Restructuring.
Exhibit No. Exhibit
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2.1 Master Restructuring Agreement, dated as of June 19, 1998,
between Astra AB, Merck & Co., Inc., Astra Merck Inc., Astra
USA, Inc., KB USA, L.P., Astra Merck Enterprises Inc., KBI Sub
Inc., Merck Holdings, Inc. and Astra Pharmaceuticals, L.P.
(Portions of this Exhibit are subject to a request for
confidential treatment filed with the Commission).
2.2 KB USA Asset Contribution Agreement, dated as of June 19,
1998, between Astra AB, Astra USA, Inc., Merck & Co., Inc. and
KB USA, L.P.
2.3 KBLP Assignment and Assumption Agreement, dated as of July 1,
1998, between KB USA, L.P. and Astra Pharmaceuticals, L.P.
2.4 KBI Asset Contribution Agreement, dated as of June 19, 1998,
by and between Merck & Co., Inc., Astra AB, Astra Merck Inc.
and KBI Sub Inc.
2.5 KBI-E Asset Contribution Agreement, dated as of June 19, 1998,
by and between Merck & Co., Inc., Astra AB, Astra Merck
Enterprises Inc. and KBI Sub Inc.
2.6 KBI Sub Assignment and Assumption Agreement (#2), dated as of
July 1, 1998, between KBI Sub Inc. and Astra Pharmaceuticals,
L.P.
99.1 Agreement to Incorporate Defined Terms, dated as of June 19,
1998, between Astra AB, Merck & Co., Inc., Astra Merck Inc.,
Astra USA, Inc., KB USA, L.P., Astra Merck Enterprises Inc.,
KBI Sub Inc., Merck Holdings, Inc. and Astra Pharmaceuticals,
L.P.
99.2 Limited Partnership Agreement, dated as of July 1, 1998,
between KB USA, L.P. and KBI Sub Inc.
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99.3 Amended and Restated License and Option Agreement, dated as of
July 12, 1982, as amended and restated as of July 1, 1998, by
and between Astra AB and Astra Merck Inc.
99.4 Assignment and Assumption of Amended and Restated License and
Option Agreement, dated as of July 1, 1998, between Astra
Merck Inc. and Astra Merck Enterprises Inc.
99.5 KBI Limited Sublicense Agreement, dated as of July 1, 1998, by
and between Astra Merck Enterprises Inc. and Astra Merck Inc.
99.6 Distribution Agreement, dated as of July 1, 1998, by and
between Astra Merck Enterprises Inc. and Astra
Pharmaceuticals, L.P.
99.7 KBI Supply Agreement, dated as of July 1, 1998, between Astra
Merck Inc. and Astra Pharmaceuticals, L.P. (Portions of this
Exhibit are subject to a request for confidential treatment
filed with the Commission).
99.8 Second Amended and Restated Manufacturing Agreement, dated as
of July 1, 1998, among Merck & Co., Inc., Astra AB, Astra
Merck Inc. and Astra USA, Inc.
99.9 KBI-E Asset Option Agreement, dated as of July 1, 1998, among
Astra AB, Merck & Co., Inc., Astra Merck Inc. and Astra Merck
Enterprises Inc.
99.10 KBI Shares Option Agreement, dated as of July 1, 1998, among
Astra AB, Merck & Co., Inc. and Merck Holdings, Inc.
99.11 Term Note, dated as of July 1, 1998, made by Merck & Co., Inc.
in favor of Astra AB, in the principal amount of
$1,380,000,000.
99.12 Pledge Agreement, dated as of July 1, 1998, made by Astra AB
in favor of Astra Merck Inc.
99.13 Security Agreement, dated as of July 1, 1998, by and among
Astra Merck Inc., Astra Merck Enterprises Inc. and Astra AB.
99.14 Amended and Restated Certificate of Incorporation of Astra
Merck Inc.
In accordance with Item 601(b)(2) of Regulation S-K, certain of the
schedules, exhibits and other attachments referenced in exhibits 2.1, 2.2, 2.3,
2.4, 2.5 and 2.6 to this Form 6-K have not been filed as part of such exhibits.
The Registrant agrees to furnish supplementally a copy of such omitted
schedules, exhibits and other attachments to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASTRA AB
(Publ)
By: /s/ Hakan Mogren
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Hakan Mogren
President and Chief Executive Officer
Date: August 12, 1998
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